Xxxxxxxx Technologies Corporation
0000 X Xxxxxx, X.X.
Washington, D.C. 20009
October 1, 1997
Xxxxxxxx Technologies Corporation
0000 X Xxxxxx, X.X.
Washington, D.C. 20009
Re: Lock Up Agreement for Common Stock of
Xxxxxxxx Technologies Corporation
Gentlemen:
As part of the sale of 5,000,000 shares of Common Stock of
Xxxxxxxx Technologies Corporation (the "Company"), a "blank
check" company as defined in Section 7(b)(3) of the Securities
Act of 1933 as a development stage company with no specific
business plan or purpose or an intention to engage in a merger
or acquisition with an unidentified company or companies, to
Xxxxxx Mill Associates, Inc. (the "Holder"), the Holder hereby
represents, warrants, covenants and agrees, for the benefit of
the Company and the holders of record (the "third party
beneficiaries") of the Company's outstanding securities,
including the Company's Common Stock, $.0001 par value per share
(the "Stock") at the date hereof and during the pendency of this
letter agreement that the Holder will not transfer, sell,
contract to sell, devise, gift, assign, pledge, hypothecate,
distribute or grant any option to purchase or otherwise dispose
of, directly or indirectly, its shares of Stock of the Company
owned beneficially or otherwise by the Holder except in
connection with or following completion of a merger or
acquisition of the Company or by the Company and the Company is
no longer classified as a "blank check" company.
Any attempted sale, transfer or other disposition in
violation of this letter agreement shall be null and void.
The Holder further agrees that the Company will (i)
instruct its transfer agent not to transfer such securities and
the Company may provide a copy of this letter agreement to the
Company's transfer agent for the purpose of instructing the
Company's transfer agent to place a legend on the certificate(s)
evidencing the securities subject hereto and disclosing that any
transfer, sale, contract for sale, devise, gift, assignment,
pledge or hypothecation of such securities is subject to the
terms of this letter agreement and (ii) issue stop-transfer
instructions to its transfer agent for the period contemplated
by this letter agreement for such securities.
This letter agreement shall be binding upon the Holder,
its agents, heirs, successors, assigns and beneficiaries.
Any waiver by the Company of any of the terms and
conditions of this letter agreement in any instance must be in
writing and must be duly executed by the Company and the Holder
and shall not be deemed or construed to be a waiver of such term
or condition for the future, or of any subsequent breach
thereof.
The Holder agrees that any breach of this letter agreement
will cause the Company and the third party beneficiaries
irreparable damage for which there is no adequate remedy at law.
If there is a breach or threatened breach of this letter
agreement by the Holder, the Holder hereby agrees that the
Company and the third party beneficiaries shall be entitled to
the issuance of an immediate injunction without notice to
restrain the breach or threatened breach. The Holder also
agrees that the Company and all third party beneficiaries shall
be entitled to pursue any other remedies for such a breach or
threatened breach, including a claim for money damages.
XXXXXX MILL ASSOCIATES, INC.
By:
Title (if any)
By:
Co-owner (if any)
Xxxxxx and accepted this day of , 199___.
XXXXXXXX TECHNOLOGIES CORPORATION
By:
Name:
Title:
